SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): July 18, 1997
ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22228 11-3170868
(State or other
jurisdiction of Commission File (IRS Employer
incorporation) Number) Identification No.)
One Astoria Federal Plaza, Lake Success, New York 11042-1085
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 327-3000
None
(Former name or former address, if changed since last report)
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Items 1 through 4 & 6 through 9. Not Applicable
Item 5. Other Events.
On July 18, 1997, a purported class action (the "Action") was commenced
in the United States District Court of the Eastern District of New York entitled
Leonard Minzer and Harry Schipper v. Gerard C. Keegan, et al (Index No. 97 Civ.
4077 (CPS)) against The Greater New York Savings Bank, a New York State
chartered savings bank ("GNYSB"), GNYSB's directors and certain executive
officers, Astoria Financial Corporation, a Delaware corporation ("AFC"), and
Astoria Federal Savings and Loan Association, a federally chartered savings and
loan association and a wholly owned subsidiary of AFC ("AFSL"). The suit
alleges, among other things, that GNYSB, GNYSB's directors and certain executive
officers are soliciting proxies in violation of Section 14(a) of the Securities
Exchange Act of 1934 and Rule 14a-9, promulgated thereunder, by failing to
disclose certain allegedly material facts in the proxy statement that was
circulated to GNYSB stockholders in connection with the proposed merger of GNYSB
with and into AFSL (the "Merger"), and that GNYSB's directors and executive
officers have breached their fiduciary duties by entering into a merger
agreement, dated as of the 29th day of March, 1997, by and among AFC, AFSL, and
GNYSB, and related arrangements. The suit further alleges, without any
specification, that the AFC and AFSL defendants participated in the preparation,
filing and distribution of GNYSB's proxy materials. The complaint seeks, among
other things, a preliminary and permanent injunction against consummation of the
Merger and the related transactions, an order to the directors and executive
officers of GNYSB to carry-out their fiduciary duties and unspecified damages
and costs. AFC and AFSL believe that the allegations made in the Action are
without merit.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASTORIA FINANCIAL CORPORATION
By: /s/ George L. Engelke, Jr.
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George L. Engelke, Jr.
Chairman of the Board, President and Chief
Executive Officer
Dated: July 24, 1997
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